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proceedings,penalties,deficiencies,tines,orders,judgments and damages (all of the foregoing collectively"Claims")which in any manner,directly or indirectly, in whole or in part,are caused by,arise in connection with, result from, relate to,or are alleged to be caused by,arise in connection with,result from, or relate to negligent or wrongful performance of this Agreement by Costco or any contractor or subcontractor of Costco. This indemnity includes the fees and costs reasonably incurred by the City by its own in-house or special counsel retained to protect the City's interests. Each Patty is entitled to legal counsel of its choice, at Costco's expense. The Parties and their respective counsel shall cooperate with each other in the defense of any such actions,including in any settlement negotiations. If court in any such action awards any fonnn of money damages to such third party, or any attorneys' fees and costs to such third party, Costco shall bear full and complete responsibility to comply with the requirements of such award,and hereby agrees to timely pay all fees and costs on behalf of City. This indemnity obligation shall not extend to any claim to the extent arising solely from the City's gross negligence or the City's failure to perform its obligations under this Agreement, and shall survive termination of this Agreement. Section 6.2 Notices,Demands and Communications. Any approval,disapproval, demand,document or other notice to be provided under this Agreement shall be given in writing and shall be sent(i) for personal delivery by a delivery service that provides a record of the date of delivery, the individual to whom delivery was made,and the address where delivery was made;(ii)by first-class United States mail,postage prepaid, return receipt requested, or(iii) by a nationally recognized overnight courier service, marked for next day business delivery. All notices shall be addressed to the Party to whom such notice is to be given at the address stated in this Section 5 or to such other address as a Party may designate by written notice to the other; notices sent by a Party's attorney on behalf of such Party shall be deemed delivered by such Party. City Notice Address: City of Pleasanton 123 Main Street P.O. Box 520 Pleasanton,CA 94566 Attn: City Manager With copies to all of the following: City of Pleasanton 123 Main Street P.O. Box 520 Pleasanton,CA 94566 Attn: City Attorney Costco Notice Address: Costco Wholesale Corporation 9 Corporate Park, Suite 2300 Irvine, CA 92606 Attention:Jenifer Murillo 15 1310 01'2218870.8 2M2018